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BY-LAWS
Download the signed By-laws as a .pdf file.
BY-LAWS OF ALASKA TRAILS
ARTICLE I – Name, Purpose and Definitions
Section 1 – Name. The name of this corporation is: Alaska Trails.
Section 2 – Purpose. The purposes for which Alaska Trails is organized are as follows:
A. To identify funding sources to organizations for the acquisition, development, maintenance,
promotion, safety and education regarding trails.
B. To educate through forums, conferences, informational materials, training and other
activities.
C. To assist public and private organizations in the formulation of coordinated programs,
policies and standards.
D. To preserve and improve public trail access and related facilities.
E. To promote sustainable trail systems for all users.
F. To encourage the formation of local trails organizations.
G. To develop and provide technical assistance and project support for trails.
H. To promote trails for their health, social and economic benefits.
I. To foster cooperation among diverse groups through facilitation and planning.
Section 3 – Definitions. Hereinafter, the following terms apply:
A. “Association” is synonymous with “Alaska Trails”.
B. “Board” is synonymous with “Board of Directors”.
C. “Officers” is synonymous with “President, Vice-President, Past-President, Secretary and
Treasurer”.
ARTICLE II - Membership
Section 1 – Membership. Membership shall be open to all applicants without discrimination on
the basis of gender, color, race, religion, national origin, age, disability, or marital status.
Section 2 – Categories of membership. Categories of membership are as follows:
(A) Student. (B) Individual. (C) Family. (D) Trail Organization. (E) Agency.
(F) Corporation/Business. (G) Lifetime. (H) Patron. (I) Honorary.
Section 3 – Definitions of membership categories.
A. Student. Any student supporting the Alaska Trails mission.
B. Individual. Anyone supporting the Alaska Trails mission.
C. Family. Two or more people living in one household supporting the Alaska Trails mission.
D. Trail Organization. Any club or group of individuals organized to promote, develop, or
maintain trails, or any other organization supporting the Alaska Trails mission. The
organization shall notify the Association in writing of the name of the individual authorized
to be its representative.
E. Agency. A local, state, tribe, or federal government entity. An agency member shall notify
the Association in writing of the name of an individual authorized to be its representative.
F. Corporation/Business. Any commercial business or corporation supporting the Alaska
Trails mission. A corporation or business member shall notify the Association in writing of
the name of an individual authorized to be its representative.
G. Lifetime. Any individual who wishes to pay a onetime membership fee for their lifetime to
Alaska Trails.
H. Patron. Anyone or a business donating more than $2,000 to Alaska Trails.
I Honorary. A high profile individual of statewide or national prominence who supports the
purposes of the Association and wishes to have their name associated with the Association.
Honoraries must be recommended to and appointed by the Board. Honoraries are members
for life unless they choose otherwise or are dismissed by the Board.
Section 4 – Eligibility. Any person in one of the eligible categories in agreement with the purposes
of the Association shall be eligible for membership.
Section 5 – Dues. The Board shall set dues for all categories of memberships. Dues shall be
payable in advance for each calendar year. The Board may by resolution change the amount of the
dues for a subsequent year.
Any new member admitted after the first day of July of any year need pay only half the amount
of the annual dues to cover the remainder of the year.
ARTICLE III - General Membership Meetings
Section 1 – Annual meetings. The annual meeting of the Association shall be held each fiscal year
at a time and place to be determined by the Board. The Secretary shall send notice to each member
at least thirty (30) days in advance of the date of annual meeting.
Section 2 – Special meeting. Special meetings of the Association may be called at any time by the
President with the approval of the Board or the Executive Committee. Special meetings may also
be called upon the written request of a majority of the Board or a majority of the members of the
Association. Notice of any special meeting, stating the time, place and purpose for which the
meeting is called, shall be sent to each member of the Association at least fifteen (15) days in
advance of the date set for the special meeting.
Section 3 – Quorum. A simple majority of those present at the meeting shall constitute a quorum.
Section 4 – Voting. Each member of the Association shall have one (1) vote on all issues brought
before the general membership.
Section 5 – Proxy voting. Voting by written or electronic proxy authorization is permitted. The
Board in its notice of the annual membership meeting may limit the number of proxies a member
may cast.
ARTICLE IV - Board of Directors
Section 1 – Number. The Board of Directors shall consist of seven to eleven (7 to 11) members.
Directors shall be elected on a staggered basis. After the initial organization of the Board,
approximately one third of the Board shall be elected by the general membership at each annual
meeting to serve for a term of three (3) years.
Section 2 – Length of service. Members of the Board may serve a maximum of two (2)
consecutive three-year terms after which a minimum break for one (1) year is required before they
are eligible for reelection.
Section 3 – Election. Election of the Board of Directors shall be by mail or electronic ballot.
Before each annual meeting the Executive Committee shall propose and the Board shall decide
how many seats will be filled at the next annual election. The annual Nominating Committee shall
prepare a list of candidates for those seats. The list of candidates will be communicated to members
in the notice of annual meeting. Additional nominations will be accepted from the floor during the
annual meeting.
The Secretary shall determine whether all nominees are voting members in good standing
eligible to hold office and have accepted their nominations.
The Secretary shall mail or email a ballot to all voting members in good standing within the
week following the annual meeting. The ballots shall list the candidates for each seat in
alphabetical order and show the closing date for receiving the ballots.
The outcome of all elections shall be determined by a simple majority of those voting. The
outcome of the election shall be communicated to all members within 15 days of the closing date
for receiving the ballots.
Section 4 – Composition. While Board members are not elected to represent a specific interest or
area, the aggregate membership of the Board shall have the broadest possible knowledge and
experience in order to represent different trail interests and land management issues.
Section 5 – Duties and powers. The Board shall have the duty and authority to establish long-term
policies of the Association, make studies and recommendations to the Association, and reconcile the
wide variety of interests of the user and interest groups into a constructive, cooperative, and
coordinated effort. The Board shall also have the duty and authority to manage the business of the
Association itself, except where delegation of the authority is in conflict with the law, the articles of
incorporation, or the bylaws of the Association.
Section 6 – Meetings. Board meetings shall be held at such times and places as the Board may
determine. Meetings of the Board shall be called by the President or by a majority of the Board.
Where the President or Board considers it feasible, participation of board members in the
meeting by conference call shall be authorized if the opportunity for such participation is set forth in
the notice of meeting. Persons participating in a meeting by conference call shall be counted toward
a quorum. The inability to place a contemplated conference call at one or more locations at the time
of the meeting shall not affect the right of the board members physically present or the members
successfully reached by conference call to proceed with the meeting. Persons who cannot be
connected by conference call shall not be counted toward a quorum.
Section 7 – Quorum. A simple majority of the sitting Board shall constitute a quorum for the
transaction of business. When a quorum is present, a majority in attendance at any board meeting
may decide any matter permitted by law, the articles of incorporation, and the bylaws. If less than a
quorum is present at any board meeting, any action taken by those in attendance shall, nevertheless,
be valid if such action is ratified or approved in writing either before or after the meeting within 20
calendar days by a simple majority of the entire Board.
Section 8 – Proxy voting. Voting by written or electronic proxy authorization is permitted. The
Board in its published meeting agenda may limit the number of proxies a board member may cast.
Section 9 – Vacancies. All vacancies in the Board may be filled by appointment by the Board until
the next election. Appointed board members shall complete the term of the person they replace.
Section 10 – Removal from board. Any member of the Board who has not attended or sent a
proxy to three consecutive board meetings shall be disqualified from board membership. For
purposes of this section a board member who has attempted to participate in a meeting by
conference call but was not able to participate because of the inability of the conferees to make the
connection shall be considered as an excused absence.
Section 11 – Compensation. No compensation will be paid to any member of the Board for
services as a member of the Board, but the Board may authorize reimbursement for expenses
incurred by members in connection with the performance of their duties on behalf of the
Association.
Members of the Board who are authorized to sign financial instruments or otherwise make
payments on behalf of the Association may not sign instruments, authorize, or make payment to
themselves, to their relatives, or to businesses in which they have a financial interest.
Members of the Board may be employed or financially compensated for contract services by the
Association only with the prior approval of the Board.
Section 12 – Conflict of Interest. Board members are required to disclose any financial interests
they may have in any issues brought before the board. The board will decide if the board member
disclosing the financial interest has a conflict of interest and should abstain from voting or
participating in discussing the conflicting matter with other board members.
ARTICLE V - Association Executives
Section 1 – Officers. The Officers of the Association shall be a President, Vice-President, Past-
President, Secretary, and Treasurer. The Board shall immediately elect Officers after the board
election results have been confirmed. Officers shall hold the office for one-year, or until their
successors are elected and qualified.
Section 2 – President. The President shall be the chief executive officer of the Association and,
when present, shall preside at all meetings of the Association, Board and Executive Committee.
The President shall perform all of the duties commonly incidental to the office and such other duties
as may be assigned by the Association, Board, or Executive Committee.
Section 3 – Vice-President. The Vice-President shall perform the duties and have the powers of
the President during the absence or inability of the President. The Vice-President shall also chair
the annual Nominating Committee and perform such other duties as may be assigned by the
Association, Board, or Executive Committee.
Section 4 – Secretary. The Secretary shall keep minutes of all meetings of the Association, the
Board, and the Executive Committee. The Secretary shall perform all duties commonly incident to
the office including the recording of activities and the filing of all correspondence pertaining to
Association functions, projects, and incorporation.
Section 5 – Treasurer. The Treasurer shall have custody of and be responsible for all money and
securities of the Association and shall keep a full and accurate record of books and accounts of the
Association. The Treasurer shall disburse the funds of the Association in payment of just demands
against the Association or in accordance with the general or special direction of the Board or the
Executive Committee. The Treasurer shall submit a full report of the financial condition of the
Association at the annual meeting of the Association, shall perform all duties incident to the office,
and such other duties as may be assigned by the Board or Executive Committee.
Section 6 – Past-President. The immediate Past-President shall serve as a member of the board
and of the Executive Committee for one year following the expiration of the Past-President’s term
as President.
ARTICLE VI – Committees
Section 1 – Establishment. The President, with the approval of the Board, may establish one or
more committees, each consisting of one or more board members and additional Association
members or non-members as necessary. Such appointments shall serve without compensation. The
resolution establishing such committees shall be adopted by a majority of the Board. The Board
must approve all actions taken by committees in writing.
Section 2 – Meetings. Meetings shall be called by the committee chair or by a majority of the
committee members. Committees shall not: (1) appoint to or fill vacancies on the Board or other
committees; (2) appoint or form any other committees; (3) expend any corporate funds for any
purpose without express written authorization by the Board; (4) amend, repeal, modify, or adopt any
by-laws; or (5) amend or repeal any resolution by the Board or Executive Committee. Minutes shall
be kept of any committee meeting and shall be filed with the Association at their registered office.
The Board may adopt rules consistent with the provisions of the Association by-laws for the
governance of any committee.
Section 3 – Executive Committee. The Executive Committee shall consist of the Officers of the
Association and such other persons as the Board shall designate. The President, shall serve as chair
of the Executive Committee. Any two members of the Executive Committee shall constitute a
quorum for the transaction of business. The Executive Committee shall carry out the policies and
directives of the Board and shall be responsible for the day-to-day management and operation of the
Association. The Executive Committee may use the conference call in its meeting in the same
manner as the use of the conference call by the Board.
The Executive Committee shall conduct a minimum of one annual review of the work planned
and performed by the Executive Director.
Section 4 – Nominating Committee. The Nominating Committee shall consist of the Officers of
the Association and such other persons as the Board shall designate. The Vice-President shall chair
the annual Nominating Committee and shall prepare a list of candidates for those seats. A majority
of the members of the Nominating Committee shall constitute a quorum for the transaction of
business.
ARTICLE VII – Administrative and Financial Provisions
Section 1 – Fiscal year. The fiscal year of the Association shall begin the first day of each calendar
year and end on the 31st day of December of that year.
Section 2 – Contracts. The Board may authorize any Officer or Officers or Agent or Agents of the
Association, in addition to the Officers so authorized by these by-laws, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the Association, and such
authority may be general or be confined to specific instances. In all cases, such authorizations by
the Board will be in writing.
Section 3 – Checks. The Officers of the Association and the Executive Director will have check
signing and purchase authority for the Association. Two authorized signatures, or an electronic
notification and confirmation between two authorized individuals, are required on each check or
purchase over $5,000.
Section 4 – Deposits. All funds of the Association shall be deposited from time to time to the
credit of the Association in such banks, trust companies, credit unions, or other such depositories as
the Board may select.
Section 5 – Gifts. The Board may accept on behalf of the Association any contribution, gift,
bequest, or device for any lawful Association purpose. All gifts shall be acknowledged in writing by
the Association President within two weeks of the date received.
Section 6 – Loans Prohibited. The Association is prohibited from making any loans to any
individual, company, or group.
Section 7 – Books and Records. The Association shall keep current and complete books and
records of accounts according to generally accepted accounting principles. It shall keep minutes of
the proceedings of its Board and all committees having any authority by the Board. Any member or
their attorney may inspect the books, records, files, and minutes of the Association for any proper
purpose upon reasonable request.
Section 8 – Budget and Financial Transactions. The Treasurer shall assure that an annual budget
of estimated income and expenses is prepared for the Board at the beginning of each fiscal year.
The Board shall review and approve a budget for the purpose of permitting transactions to occur
during the fiscal year. All transactions outside the scope of the budget must have prior approval
from the Board.
Section 9 – Not-For-Profit-Status. The Association shall operate in a manner consistent with
federal requirements described in Internal Revenue Code Section 501(c)(3), and in compliance in
all respects with requirements of the State of Alaska Nonprofit Corporation Act AS 10.20.
Section 10 – Membership and Email Notification Lists. The Association’s list of members is for
Association purposes only and may not be sold, given away, or distributed without the prior
permission of the Board.
ARTICLE VIII – Employees, Volunteers and Advisors
Section 1 – Employees. The Board, at its discretion, may hire an Executive Director who shall
serve at the pleasure of the Board. The Executive Director is not a voting member of the Board or
Executive Committee. Salary and expenses as well as specific powers and functions shall be agreed
upon and evidenced in a written contract between the Board (presented by the Executive
Committee) and the Executive Director from time to time.
Section 2 – Executive Director. The Executive Director shall perform or cause to be performed
other duties and responsibilities as assigned by the Board which are required or necessary to carry
out the day-to-day business of the Association, including authority to sign checks on the behalf of
the Association, as limited by Article VII, Section 3.
The area of responsibility of the Executive Director shall include, but not be limited to:
- Assisting the President in the discharge of his/her duties, as requested by the Executive
Committee, and as provided in the annual work plan.
- Developing and implementing annual work plan with the Executive Committee.
- Coordinating and managing all business functions which are necessary to carry out the dayto-
day business of the Association consistent with the direction of the Board, the
Association’s by-laws, and Articles of Incorporation.
The Executive Director shall attend all meetings of the Board and the Executive Committee, to
keep the Officers and Board informed of the Executive Director’s day-to-day activities, status of
Association programs, ideas for new programs, and to keep the Executive Director informed of the
activities and needs of the Officers and committees of the Association.
All employees and volunteers of the Association work under the direction of the Executive
Director. The Executive Director may establish salaries for staff members and employees within a
budget approved by the Association. The Executive Director shall employ and discharge
employees of the Association. The Executive Director will annually evaluate the performance of
each Association employee and report the findings to the Executive Committee.
Section 3 – Advisors. The Board at its discretion may appoint Advisors who have special skills or
abilities that relate to the purpose of the Association to make a specific contribution to the
Association for ongoing or ad hoc programs. Advisors shall serve without compensation except as
provided by the by-laws. Advisors may serve individually or with a committee to assist or advise
the Board, Executive Committee and/or staff in conducting the Association’s business.
Advisors may be appointed for terms up to one year, but may serve an unlimited number of
consecutive terms as long as the Board takes specific action in writing to extend their eligibility for
an additional year.
Advisors are not members of the Board and are not entitled to any individual rights or privileges
of Board membership.
Section 4 – Volunteers. The Board or Executive Director may appoint an unlimited number of
volunteers to lead or assist with any programs or functions of the Association. Volunteers should
have a desire to support the purpose and goals of the Association, and be willing and able to
represent the organization in a professional and businesslike manner.
ARTICLE IX - Indemnification of Officers, Directors, Employees and Agents
The Association shall indemnify its officers, directors, employees, and agents to the maximum
extent permitted by law. The Association shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of the Association.
ARTICLE X – Amendments
Any provision of these by-laws or the Articles of Incorporation may be amended or repealed,
and new by-laws or Articles of Incorporation may be adopted by a two-thirds vote of those
members present or represented by written proxy at any annual meeting of the Association.
Amendments must first be approved by the Board and the change(s) announced to the Association
thirty (30) days in advance of the annual meeting.
The bylaws of the Association were ratified at the Board teleconference monthly meeting on 19
May 2009. Board members present and ratifying were: Wayne Biessel, Jack Campbell, Dan
Chagnon, Malcolm McEwen, Jack Mosby, and Geoffrey Orth.
Geoffrey Orth, Board President
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